Exhibit 10.12
AMENDMENT NO. 2
TO THE
PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST
2008 RESTRICTED SHARE PLAN FOR NON-EMPLOYEE
TRUSTEES
WHEREAS, Pennsylvania Real Estate
Investment Trust (the “Trust”) established the
Pennsylvania Real Estate Investment Trust 2008 Restricted Share
Plan for Non-Employee Trustees (the “Plan”) to provide
originally for automatic grants to each of its Non-Employee
Trustees of 1,000 restricted shares of beneficial interest in the
Trust (“Restricted Shares”), commencing
January 30, 2008;
WHEREAS, the Board of Trustees, at
its May 29, 2008 meeting, authorized the amendment of the Plan
to provide that annual awards for each Non-Employee Trustee would
be in the form of Restricted Shares equal in value to $55,000,
which amendment is represented by the resolutions of the Board
adopted on that date;
WHEREAS, as a result of a decrease
in the value of PREIT common shares prior to any award under the
Plan as so amended, the Plan was automatically suspended due to an
insufficient number of shares subject thereto; and
WHEREAS, pursuant to
Section 9(a) of the Plan, the Board may amend the Plan,
subject to certain inapplicable limitations, at any time;
and
WHEREAS, the Board, at its
May 28, 2009 meeting, rescinded the amendment referred to
above and authorized the amendment of the Plan as set forth
below;
NOW THEREFORE, effective as of
January 28, 2009, Section 7(a) and Section 7(c) of
the Plan are hereby amended to read in their entirety as
follows:
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(a)
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Automatic
Grant of Restricted Shares . As of May 28, 2009 and, thereafter, as of
the
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